GoPro (NASDAQ: GPRO) faces Nasdaq bid-price deficiency with 180-day cure window
Rhea-AI Filing Summary
GoPro, Inc. filed a prospectus supplement that incorporates a new Current Report, which discloses that on July 21, 2026 the company received a notice from Nasdaq that it is not in compliance with Nasdaq Listing Rule 5450(a)(1). The minimum bid price of GoPro’s Class A common stock had been below $1.00 per share for 30 consecutive business days, triggering the deficiency notice.
Under Nasdaq Marketplace Rule 5810(c)(3)(A), GoPro has 180 calendar days to regain compliance by having its minimum bid price at or above $1.00 per share for at least 10 consecutive business days. The company states that the notification has no immediate effect on the listing or trading of its Class A common stock on the Nasdaq Global Select Market, where it continues to trade under the symbol GPRO.
Positive
- None.
Negative
- Nasdaq bid-price deficiency notice: Class A shares traded below $1.00 for 30 consecutive business days, putting GoPro at risk of delisting if compliance is not regained within 180 calendar days.
Key Figures
Minimum bid price threshold: $1.00 per share
Noncompliance measuring period: 30 consecutive business days
Cure period length: 180 calendar days
+2 more
5 metrics
Minimum bid price threshold
$1.00 per share
Nasdaq Listing Rule 5450(a)(1) requirement for Class A common stock
Noncompliance measuring period
30 consecutive business days
Period during which GoPro’s minimum bid price was below $1.00
Cure period length
180 calendar days
Grace period under Nasdaq Marketplace Rule 5810(c)(3)(A) to regain compliance
Compliance restoration requirement
10 consecutive business days
Minimum time GoPro’s bid must be at or above $1.00 to regain compliance
Date of Nasdaq notice
July 21, 2026
Earliest event date reported related to the bid-price deficiency
Key Terms
Nasdaq’s Listing Rule 5450(a)(1), Nasdaq Marketplace Rule 5810(c)(3)(A), minimum bid price requirement, Nasdaq Global Select Market, +1 more
5 terms
Nasdaq’s Listing Rule 5450(a)(1) regulatory
"not in compliance with Nasdaq’s Listing Rule 5450(a)(1)"
Nasdaq Marketplace Rule 5810(c)(3)(A) regulatory
"Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180"
minimum bid price requirement financial
"to achieve compliance with the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Global Select Market market
"on the Nasdaq Global Select Market under the symbol “GPRO”"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
Inline XBRL technical
"cover page XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did GoPro (GPRO) disclose about its Nasdaq listing status?
GoPro disclosed it received a Nasdaq notice of noncompliance with Listing Rule 5450(a)(1) after its Class A stock traded below $1.00 for 30 consecutive business days, triggering a minimum bid-price deficiency.
How long does GoPro (GPRO) have to regain Nasdaq bid-price compliance?
GoPro has 180 calendar days under Nasdaq Marketplace Rule 5810(c)(3)(A) to regain compliance. During this grace period, it must meet the minimum bid price requirement to avoid potential delisting proceedings.
What must GoPro (GPRO) do to regain compliance with Nasdaq Rule 5450(a)(1)?
To regain compliance, GoPro’s Class A common stock must have a minimum bid price of at least $1.00 per share for 10 consecutive business days within the 180-day grace period specified by Nasdaq rules.
Does the Nasdaq noncompliance notice immediately affect trading in GoPro (GPRO) stock?
The company states the notice has no immediate effect on the listing or trading of its Class A common stock, which continues to trade on the Nasdaq Global Select Market under the symbol GPRO.
Why did GoPro (GPRO) file a prospectus supplement in connection with this Nasdaq notice?
GoPro filed a prospectus supplement to update and amend its existing S-1 prospectus by incorporating the Form 8-K disclosure about the Nasdaq minimum bid-price deficiency, ensuring offering materials reflect the latest listing status.
| PROSPECTUS SUPPLEMENT NO. 4 | Filed Pursuant to Rule 424(b)(3) | |||||||||||||||||||||||||
| (To Prospectus dated June 3, 2026) | Registration No. 333-289946 | |||||||||||||||||||||||||
GoPro, Inc.
This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2026 (as supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-289946). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This Prospectus Supplement updates, amends and supplements the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.
You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments and supplements thereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus.
Investing in our securities involves significant risks. See “Risk Factors” beginning on page 4 of the Prospectus, and under similar headings in any further amendments or supplements to the Prospectus, to read about factors you should consider before investing in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2026
GOPRO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36514 | 77-0629474 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
3025 Clearview Way, San Mateo, CA 94402
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 332-7600
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A common stock, par value $0.0001 | GPRO | NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 21, 2026, GoPro, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A Common Stock has been below $1.00 per share for thirty (30) consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days to achieve compliance with the minimum bid price requirement. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of ten (10) consecutive business days during this 180 calendar day grace period.
This notification of noncompliance has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Global Select Market under the symbol “GPRO”.
Note on Forward-looking Statements
This Current Report on Form 8-K may contain projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements relating to the process for the Company to achieve compliance with Nasdaq’s minimum bid price for the Company’s Class A Common Stock. These forward-looking statements are based on Nasdaq’s current rules and the Company’s current expectations and inherently involve significant risks and uncertainties involving the performance of the Company. The Company’s actual ability to achieve compliance with the Nasdaq minimum bid price, and the impact of future events affecting the share price of the Company’s Class A Common Stock, could differ materially from those anticipated in such forward-looking statements. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and the Company’s periodic reports filed with the SEC. The Company undertakes no duty or obligation to update any forward-looking statements contained herein as a result of new information, future events or changes in its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | July 24, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||